Blue Sky Laws

News & Analysis as of

Electronic Blue Sky Filings: NASAA Proposes Model State Rules

The North American Securities Administrators Association, Inc. (NASAA) has released model rules relating to the use of its Electronic Filing Depository (EFD) system for Form D and state registration and notice filings. The...more

NASAA Seeks Comment on a Model Rule for Electronic Blue Sky Filings

The North American Securities Administrators Association, Inc. (NASAA) posted a web notice requesting comment on model rules that would provide for electronic filings with the states of Form D and other state securities...more

When “All” Doesn’t Necessarily Mean “All”

In Who Can’t Raise Capital?: The Scylla and Charybdis of Capital Formation, 102 Ky. L.J. 1 (2013-2014), Duke University Professor James D. Cox tackles the widespread criticism of state blue sky laws as barriers to capital...more

UBS Motion to Dismiss RMBS Suit Granted in Part

On June 10, Judge Denise Cote of the U.S. District Court for the Southern District of New York granted in part and denied in part UBS’s motion to dismiss a lawsuit filed against it by the National Credit Union Administration,...more

And You Thought Dissenters’ Rights Didn’t Apply To Delaware LLCs

Delaware’s Limited Liability Company Act provides that a limited liability company agreement or an agreement of merger or consolidation or plan of merger may provide for appraisal rights. 6 Del. Code § 18-210. Does this...more

Amendments To "Regulation A" - A Step Towards a Middle Ground in Smaller Company Capital Formation

The Securities and Exchange Commission (Commission) recently proposed rules amending Regulation A. Regulation A currently allows an exemption from federal registration under the Securities Act of 1933 (the Securities Act) for...more

SEC Proposes Rules to Facilitate Small Business Financing

Introduction - On December 18, 2013, the Securities and Exchange Commission (SEC) proposed rules to enhance access to capital by smaller companies pursuant to its rulemaking mandate under Title IV of the Jumpstart...more

Start-Up Raising Capital? Some Common Features of Preferred Shares & Why Some Select Preferred Shares over Convertible Debt

When you start a business and want to attract your first round of financing, Preferred Shares is one product that can be offered to Investors. Many Founders have asked us to explain exactly what Preferred Shares are and...more

Bad Actors

On July 10, 2013, the Securities and Exchange Commission (“SEC”) adopted amendments to Rule 506 of Regulation D (“Reg D”) that, among other things, prohibit issuers of securities from relying on Reg D if “bad actors” are...more

SEC Releases Long Awaited Rules on Regulation A+

On December 18, the Securities and Exchange Commission released their long-awaited proposed rules on Regulation A+. The proposed rules, which are intended to increase access to the capital markets for smaller issuers, were...more

Financial Services Bulletin: Action At Federal Agencies

Agencies Adopt Final Rules Exempting Certain Higher-Price Mortgage Loans from Appraisal Requirements - On Thursday, December 12, 2013, the Federal Reserve Board, the Consumer Financial Protection Bureau, the Federal...more

Corporate and Financial Weekly Digest - Volume VIII, Issue 48

In this issue: - SEC Proposes Rules for “Regulation A+” Offerings - NFA Notifies Members of FinCEN Advisory - SEC Announces Enforcement Results for 2013 - Delaware Chancery Reviews Privilege for...more

Does The SEC’s Regulation A Proposal Defy Congress’ Clear Intent?

This week’s announcement by the Securities and Exchange Commission that it is proposing amendments to update and expand Regulation A has attracted quite a bit of attention. David Lynn writing in Broc’s Blog took special note...more

SEC releases proposed amendments to Regulation A

Yesterday the SEC released its proposed amendments to the small issuer exemption found in Regulation A, pursuant to the mandate in Title IV of the JOBS Act. ...more

Securities Law Compliance: An Overview of Small Offering Exemptions and Registration for Business Owners Interested in Raising...

Following is an overview of several elements to be considered by issuers undertaking a “small offering” or “private placement” of securities. For purposes of this discussion, a “security” includes stock in a corporation;...more

General Solicitation Under The JOBS Act And Blue Sky Laws

As many know, on September 23, 2013, issuers will be able to make general solicitations, or advertising, when selling securities under Rule 506 of Regulation D. While we look forward to working with issuers on these...more

The Blue Sky is the Limit for Securities Liability in Washington

Many state securities laws, known as blue sky laws, are patterned after Section 12(a)(2) of the Securities Act of 1933. The interpretation of these state blue sky laws, however, may diverge significantly from the...more

The Blue Sky Is The Limit For Securities Liability In Washington

Many state securities laws, known as blue sky laws, are patterned after Section 12(a)(2) of the Securities Act of 1933. ...more

Does California Really Limit Sellers To Not More Than 10 Sales In A 12 Month Period?

The Mentor Blog this week noted the publication of a recent study of Blue Sky exemptions covering private resales. The study was prepared by SecondMarket, which describes itself as an ”online marketplace for illiquid assets”....more

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